cesce group code of ethics³digo Ético (26-… · index. introduction pág. 4. scope of aplication...

CESCE Group Code of Ethics

Edition - 29 November 2016

Updated 26 de Febrero 2019

Dear Friends,

On 29 November 2016, the Board of Directors approved the Code of Ethics of CESCE Group, updated according to the new legal requirementsand the directives of Solvency II. This code aims to be the framework for action to guide all our executives and employees in the development oftheir professional activities, comprising the values and principles that define the culture of CESCE. The fundamental values of corporate integrityand ethical business conduct have always governed the company’s activity, just as innovation, support for economic activity andinternationalisation, commitment to people and the focus on our client. The purpose of this code is to strengthen our commitment to these valuesand to ensure compliance with the principles that should underlie all initiatives of our executives and staff, such as observance of the legal andregulatory framework, socially responsible conduct, ethical behaviour in business development, ethical relations with the shareholders,employees, collaborators, suppliers and clients, and respect for the environment.

Compliance with the rules, guidelines and procedures set forth in the Code of Ethics is essential to strengthen the reputation and credibility thatCESCE brand, as insurance company and manager of the Account of the Spanish State, has on the national and international market, whichhelps us to progress and grow as a socially responsible company, attracting talent and customers.

In this sense, I invite you to read carefully and comply with the Code of Ethics, because each and every one of us are responsible for generatingvalue for the company in an ethical and socially responsible manner.

The Chairman of CESCE

2

3

INDEX

INTRODUCTION pág. 4

SCOPE OF APLICATION pág.6

VALUES pág. 7

InnovationSupport for economic activity and internacionalisationCustomer commitmentEthical and responsible conductCommitment to peopleIntegrity

PRINCIPLES pág.8

Compliance with the legal and regulatory frameworkSocially responsible conductEthical conduct in developing the business

1

2

3

4

56

123

Reciprocal commitment of CESCE GROUP and its employeesPolicy on incompatibilitiesRelations with suppliersComunication and imageCommitment to the enviroment

4

5

6

7

8

COMPLIANCE pág. 23

Compliance Officer and Compliance CommitteWhistleblower/Complaints Channerl:

[email protected]

COMUNICATION AND EFFECT pág. 28

1

2

4

INTRODUCTION

CESCE Group’s culture is based on respect for fundamental values. To safeguard these principles in the different fields of action represents aresponsibility shared by the company and all its employees.

CESCE’s Board of Directors considers that corporate integrity and monitoring of ethical business conduct are essential to sustain the trust of theinstitutions, the customers and the public in general in the company as insurer, service provider, investor, and employer and as an entity withsocial responsibility.

CESCE’s Code of Ethics defines and develops the fundamentals that the Company’s Board of Directors understands must be applied to CESCE’sbusiness and activities. It also establishes the behaviour guidelines applicable in the context of all CESCE Group companies’ activities in relationwith its customers, employees and managers, suppliers, collaborators and third parties, and to the action carried out by these collaborators,employees and managers.

CESCE’s Board of Directors approved in July 2014, within its system of corporate governance, a first version of this Code of Ethics, advancing in itscommitment to introduce and regulate strict standards of ethical conduct, while at the same time developing the policies, rules and tools ofcontrol considered necessary, which have been incorporated into our legal regulations.

5

INTRODUCCIÓN

The entry into force of Solvency II and the amendments introduced into the Criminal Code with the attribution of criminal liability to corporateentities made it obligatory to update the internal models, procedures and controls that could put at risk the reputation and the responsibility ofthe companies of CESCE Group.

To that end, it is necessary to include in the Code of Ethics a greater number of references and detail regarding the duties and relationshipmaintained by employees, mediators, customers and suppliers of each of the Group companies, while at the same time strengthening the bodiesthat manage and resolve any conflict that might arise in the course of business and business activities.

All employees and managers developing an activity deemed to be linked or attributable to CESCE or any of the companies that make up CESCEGroup, are obliged to comply with this Code and with the ethical commitments that arise from it, and that respond to principles of integrityproper of the culture that should prevail in CESCE Group.

Without prejudice to any other responsibilities that may be required, non-compliance with legal provisions, policies, procedures or other criteria ofethical action contained in the Code of Ethics and other Internal regulations, may motivate the enactment of disciplinary sanctions applicablepursuant to the provisions of labour legislation.

INTRODUCTION

6

SCOPE OF APPLICATION

The Code of Ethics shall be applicable to all companies of CESCE Group, unless they have a differentiated system based on their own country’sset of laws, and shall be binding on the members of the Board of Directors, the executives and the employees of each entity.

To that end, it is recommended that the boards of directors of the Group companies adhere to the contents of this Code of Ethics. The Code willbe published and transmitted to all employees for their information. The scope of application may be extended to any individual or legal entityassociated with the companies of the Group.

Contents of the Code of Ethics shall prevail over other internal, possibly contradictory regulations, save they establish more demanding conductrequirements.

Application of the Code of Ethics shall not infringe under any circumstance the legal provisions in force. In case of conflicting rules, contents ofthe Code of Ethics will be adjusted to these provisions.

Application of the Code of Ethics shall not change the employment relationship existing between each Group company and its employees, norcreate any contractual employment link with third party business relationships.

VALUES The values sustaining CESCE’s activity are:

INNOVATION1 COMMITMENT TO PEOPLE4CESCE understands innovation as a different way of interpreting thebusiness. Through innovation, we reinvent our processes, products andsystems simplifying them and rendering them more efficient andscalable, resulting in greater profitability and flexibility to adapt to achanging environment.

SUPPORT FOR ECONOMIC ACTIVITY AND INTERNATIONALISATION

2

CESCE supports economic activity by bringing security to national andinternational trade, thus fostering the development of enterprises andcountries and generating value for its stakeholders throughcomprehensive management of commercial risk, information andspecific technologies.

ETHICAL AND RESPONSIBLE CONDUCT3

The activities of CESCE and its employees are governed by strictcompliance not only with the law, but also with ethical values. Thesevalues prevail both in the performance of the company, defined asresponsible and committed to human rights, the environment andsociety, and in the conduct of its employees, whose values are loyalty,honesty, responsibility and integrity.This conduct is bound to reflect both in the company’s own activity aswell as in the operations and projects it provides support.

CESCE propitiates equal and healthy conditions and environments, freefrom discrimination and provides opportunities for personal andprofessional development. CESCE is committed to respect the dignityand rights of the people.

CUSTOMER COMMITMENT5CESCE places its customers -among which its preferential customer andmain shareholder, the Spanish State-, at the center of its activity. We aimto establish lasting links, the reciprocal contribution of value added anda relationship of mutual trust. To this end, CESCE creates products thatgenerate value for its customers and that adapt to, even anticipate theirneeds, offering a service of quality and using as communicationchannels the latest technologies, including the permanent review of itsorganizational processes to improve its customer service and attention.

INTEGRITY6CESCE will implement the ethical values defined in this Code in therelations with its customers, suppliers, employees and other third partieswith which it may interact as a Company developing a service ofgeneral interest.

7

PRINCIPLES

COMPLIANCE WITH THE LEGAL FRAMEWORK1

CESCE considers strict compliance with legislation, regulations and agreements, whether national or international, that regulate the developmentof its activity, essential and a basic pillar of its business ethics. CESCE extends this principle to third parties with whom it maintains a businessrelationship (customers, suppliers…).

CESCE collaborates with the guardian authorities in the definition of the regulations that govern its operation and offers supervisory bodiesmaximum transparency and access to information.

• Responsible Conduct

• CESCE ensures the fulfilment of this commitment to ethical behaviour by creating a structure of permanent control and supervision of itsprinciples, fostering institutional and individual responsibility and the exercise of a responsible attitude involving all employees in theidentification, immediate communication and resolution of ethically questionable actions.

• CESCE understands that the propagation of ethical values to all types of business practices contributes, where implemented, effectively to thedevelopment of CESCE Group companies.

• This Code of Ethics is considered an internal set of rules or regulations for labour purposes and as such forms part of the company’s disciplinarysystem, integrated by the legal and conventional regulations in force in matters of misdemeanors and sanctions, as well as by the company’sinternal rules, instructions and procedures that affect or develop the work behaviour required of their staff.

1COMPLIANCE WITH THE LEGAL FRAMEWORK

2SOCIALLYRESPONSIBLEACTION

3 4RECIPROCAL COMMITMENTS OF CESCE GROUP AND ITS EMPLOYEES

5 POLICY ONIMCOMPATIBILITIES 6 RELATIONSHIPS

WITH SUPPLIERS 7 COMMUNICATIONAND IMAGE 8 COMMITMENT TO

THE ENVIROMENT

8

ETHICAL CONDUCTIN THE DEVELOPMENTOF THE ACTIVITY

COMPLIANCE WITH THE LEGAL FRAMEWORK1

• Transparency

• CESCE undertakes to provide its customers with information sufficient, accurate and comprehensible on the operations in which theyparticipate, as well as complete and truthful information on the products offered by each company part of the Group.

• CESCE shall maintain public channels and procedures for the submission of any claim or incidence that might arise from customers or mediatorsand undertakes to comply scrupulously with its obligations as regards passive and active advertising in relation with its activity, as required byLaw 19/2013 on Transparency, Access to Public Information and Good Governance.

1 2 3 4

5 6 7 8

9

PRINCIPLESCOMPLIANCE WITH THE LEGAL FRAMEWORK

SOCIALLYRESPONSIBLEACTION

RECIPROCAL COMMITMENTS OF CESCE GROUP AND ITS EMPLOYEES

POLICY ONIMCOMPATIBILITIES

RELATIONSHIPSWITH SUPPLIERS

COMMUNICATIONAND IMAGE

COMMITMENT TOTHE ENVIROMENT


SOCIALLY RESPONSIBLE ACTION2

2.1 CESCE has signed up to the 10 principles of the United Nations Global Compact, the basis of its performance of social responsibility, and has committed itself to implementing of the Universal Declaration of Human Rights and other international agreements including those of the OECD and the ILO.

• Respect for Human Rights

• Respect for Human Rights derived from CESCE’s operative, is totally guaranteed through strict compliance with current European and Spanishlegislation in force.

• In addition, CESCE verifies that, within the sphere of influence of the projects to which it provides official support, Human Rights are guaranteedat the level established by international standards. Respect for Human Rights is ensured through the social assessment of the operations.

• Respect fot the equality of people and their diversity

• CESCE undertakes to promote respect for all types of personal and professional relations in the Group’s environment of work and corporateactivities. CESCE rejects any disrespectful behaviour, and discriminatory attitudes based on gender or sexual orientation, ethnic origin, creed,religion, age, disability, political affinity, nationality or civil status are unacceptable.

1 2 3 4

5 6 7 8

10









• Fight against corruption and bribery

• CESCE rejects any type of corruption or bribery. Accordingly, it avails itself of policies aimed at fighting corruption, both in private businessthrough a fraud management system, and in the activity carried out on behalf of the Spanish State, ensuring compliance with the OECD Anti-Corruption Convention.

• CESCE counts on policies to handle fraud in all its forms, including bribery and extortion, aimed at establishing actions that allow for theprevention and mechanisms to minimise their impact and avoid the occurrence of future frauds.

• In line with the OECD Anti-Corruption Convention, CESCE controls and pursues corruption associated with any type of policy covered for theaccount of the State. In case of well-founded suspicions of bribery, CESCE informs the judicial authorities and adopts the correspondingpreventive or corrective measures, possibly suspending the assessment of the application for coverage or support.

2.2 Furthermore, CESCE is contributing to the achievement of the 2030 Agenda approved by the United Nations (UN). To this end, it is committed to the Sustainable Development Goals (SDGs) through its business activities and relationships with its main Stakeholders: Employees, Clients, Shareholders and Society.

1 2 3 4

5 6 7 8

11

PRINCIPLES

SOCIALLY RESPONSIBLE ACTION2

COMPLIANCE WITH THE LEGAL FRAMEWORK








ETHICAL CONDUCT IN THE DEVELOPMENT OF THE ACTIVITY3

• Objectivity, responsibility and Independence when taking decisions

• When developing their respective functions, all employees have the responsibility to take their decisions based strictly on the interest of thecompany.

• Personal interests must not influence their judgment nor the decisions they take in the name of CESCE, their obligation being to avoid situationsthat might derive in a conflict between their personal interests and those of the Company.

• Confidentiality of the information

• Information is an asset of the Company and has to be protected. All information relative to customers, shareholders, employees, suppliers,strategic plans, financial, commercial, statistical, legal or similar information must be considered confidential and dealt with as such, unless ofthe public domain.

• CESCE has adopted rules and procedures to guarantee the safety of the access to its information systems and physical archives where it storesdocumentation and information.

• Moreover, CESCE complies with the legal requirements in matters of protection of personal data.

• No employee should use the information to which they have access for purposes other than the performance of their duties and all of them arebound to its safekeeping and proper use. All employees must know the regulations and internal procedures applicable in terms of informationsecurity and protection of personal data.

1 2 3 4

5 6 7 8

12









1 2 3 4

5 6 7 8

13

• Safeguarding the corporate image and reputation

• All employees must be aware that their daily performance can affect the image and reputation of the entire Organisation. Their conduct andforms of communication should be in agreement with the principles and values established.

• CESCE brand is an important asset that all employees should protect and ensure that their work does not negatively affect its value. Noemployee will use the name and brand of CESCE for purposes other than those allowed by the Company.

• Veracity of the information

• All information provided by CESCE, whether internally (collaborators, executive bodies, shareholders, etc.) or externally (customers, suppliers,institutions, market, etc.) shall be elaborated according to the principles established by the Company and be accurate, clear and truthful.

PRINCIPLES










1 2 3 4

5 6 7 8

14

• Market action

• CESCE promotes an honest and transparent business behaviour on the markets where it intervenes and, for this purpose, ensures scrupulouscompliance with the legal and regulatory provisions applicable on the different markets where the companies of the Group operate,especially where these are regulated.

• The employees must observe at all times the policies and conduct established by the Company, in particular, those aiming at the prevention ofactions that might be considered unlawful, such as manipulation of prices, improper usage of privileged information, trading in influence,bribery, etc.

• Policy on the acceptance of gifts

• CESCE Group requires that neither its executives nor its employees accept personal benefits or economic compensations from any customer orsupplier of CESCE or any of the companies of the Group.

• Formal invitations to social events, seminars, conferences or any other type of training activity or professional lunches that are within the usualpractices shall not be considered as personal benefit.

• Only promotional gifts or courtesy details may be accepted. If the value of a gift exceeds one hundred euros, it must be rejected or be madeavailable to CESCE or the relevant company, which will decide its final destination.

• Likewise, the employees shall refrain from offering or giving gifts, making invitations or other donations that may aim at exerting influence, in amanner ethically improper or against the law itself, in order to obtain benefits or advantages for the proper facilitators of said gifts or for any ofthe companies of CESCE Group.

• CESCE shall publish and inform its customers and suppliers of this policy.

PRINCIPLES










RECIPROCAL COMMITMENTS OF CESCE GROUP AND ITS EMPLOYEES4

1 2 3 4

5 6 7 8

15

• Recruitment of people

• CESCE Group‘s recruitment processes are open and objective, allowing access to the largest number of people with the qualification andknowledge required prioritising rotation and the possibility of internal promotion.

• In addition, CESCE Group incorporates new talent whenever necessary and facilitates internal learning and the renewal of the workforce.

• Professional Advancement

• CESCE Group by means of training plans encourages employees to develop a professional career linked to the objectives of its businessproject.

• CESCE, aware of the importance of the private and professional life of its people, facilitates work-life reconciliation, which redounds in thesatisfaction of its employees and their commitment to the Company.

• Retention of talent

• CESCE Group considers its employees’ knowledge, experience and talent as a strategic value and sees the diversity and experience of itsemployees as one of the main reasons of its business success. These are essential elements of CESCE’s policy to attract and retain talent andpeople with knowledge and integrate them into its business project.









1 2 3 4

5 6 7 8

16

• “ZERO Tolerance” for acts of intimidation

• CESCE avoids situations of discrimination or harmful treatment of its employees, for which it has signed a Declaration of Principles ratifying theright of all employees to be treated with dignity, respect and equality.

• CESCE promotes equal treatment without any type of discrimination on grounds of race, sex, religion, sexual orientation, political opinion orsocial status. These principles apply to all decisions regarding employees (recruitment, training, evaluation, promotion, remuneration) andinternal operations, as set out in the Company’s Equality Plan.

• Respect in work relations

• All employees have the obligation to maintain a professional behaviour and treat their colleagues, managers or subordinates with respect andcorrectness, creating a correct and collaborative work environment. CESCE does not tolerate any situation of sexual or workplace harassmentand has established a procedure for the treatment and resolution of such situations.

• Safety and health at work

• CESCE Group guarantees that work is carried out in a healthy environment at all its offices, for which it implements the best practices inoccupational health and occupational risk prevention.

• CESCE Group employees must know and comply with these rules and procedures. The performance of work is absolutely incompatible with theconsumption of illegal substances or alcohol abuse, and may be punishable under legal regulations.

• The use of tobacco or other substances in closed spaces should be avoided and the interruption of work activity for outdoor consumptionduring working hours be reduced to a minimum.

PRINCIPLES











1 2 3 4

5 6 7 8

17

• Employees’ use and protection of assets

All employees are responsible for making correct and appropriate use of the means and resources the Company puts at their disposal, protectingthem from damage, loss or theft. They must use the means and work tools exclusively for the performance of their duties and not for private orother purposes without authorization.

• Conflict of Interest

The employees have the responsibility to act at all times safeguarding and seeking the best interest of CESCE and shall not participate in activitiesthat generate, or appear to generate, a conflict between their own interest and the interest of CESCE, or that compromise their due objectivityand professionalism.

No employee or manager of CESCE GROUP Companies shall grant, approve or exert influence to approve contracts or business between CESCEor its affiliates and customers or suppliers with whom it shares any type of relation or economic or personal interest.

The employees are obliged to identify and inform of any situation that might come to affect their professional objectivity in accordance with theCompany’s Conflict of Interest Policy.










1 2 3 4

5 6 7 8

18

• Collaboration with Supervisory Bodies

• The employees and managers of CESCE and its Group of Companies must support and cooperate with the Group’s internal audit areas andcontrol units, with the external auditors and with the official bodies that guard and supervise the operations of the companies to the extent thatthese are part of the Public Sector, or due to this being a regulated activity.

• Noncompliance with this duty, statements false or imposing erroneous conclusions, and the omission of data or similarly serious conduct maylead to the adoption of disciplinary measures, without detriment to the possible institution of legal action of a civil or criminal nature.

• Termination of the relation with CESCE and the Companies of the Group

• Any person who terminates the employment relationship with CESCE or any of the Group companies shall refrain from using informationobtained during his or her relationship with the Company, especially with regard to strategic or commercial information.

• Work carried out during the relationship with CESCE and the Group belongs exclusively and in its entirety to CESCE. It is forbidden that suchmaterial may be copied, reproduced or transmitted, total or partially, without written consent from CESCE or from the Company to which theemployee belongs. The employees undertake to return the material property of CESCE Group upon cessation of their activity in the Group.









POLÍCY ON INCOMPATIBILITIES5

1 2 3 4

5 6 7 8

19

• Development of other professional activities

The managers and employees of CESCE and the companies of the group, whose legal nature is that of state owned trading companies, inaccordance with the provisions of Organic Law 53/1984 on Incompatibilities of Personnel in the Service of Public Administrations, need therelevant authorization in order to carry out any activity not authorised under said law and related regulations.

In any case, they will not be able to carry out other professional activities, if these diminish the efficiency expected in the performance of theirduties or if these are incompatible with their availability during working hours or if these are activities or services rendered to competitors of CESCEand the Group Companies.

Taking up the position of board member, advisor, consultant or agent of companies that may become suppliers of goods and services of CESCErequires the prior consent of the Director of Human Resources.

The aforementioned provision shall not be applicable to charitable activities or social services, as long as these are not remunerated.









RELATIONSHIPS WITH SUPPLIERS6

1 2 3 4

5 6 7 8

20

• Objectivity, Publicity, Competition and Transparency in Contracting

• CESCE Group considers necessary that its main suppliers adopt the ethical principles developed in this Code and encourages them toincorporate such principles into their policies.

• The selection and contracting of people, products or services from third parties must be based on objective technical, professional andeconomic criteria, complying with the internal regulations for selection and contracting and avoiding conflicts of interest and othercircumstances that could put CESCE’s or its employees’ integrity into question.

• The Company, in application of Art. 321 of Law 9/2017 on Public Sector Contracts, abides by the principles of publicity, competition,transparency, confidentiality, equality and non-discrimination in contracting processes.

• CESCE and the companies that make up its group apply internal contracting rules approved by their respective management teams andreported favourably by the State’s legal counsel, which guarantee the implementation of these principles.

• The contracting body will insure that the most advantageous conditions for the group companies in each award are reconciled with thescrupulous observance of the principles set forth in their Internal Regulations and in Public Sector Contract Law due to its status as non-contracting authority.









COMUNICATION AND IMAGE7

1 2 3 4

5 6 7 8

21

It is incumbent on Senior Management to disseminate, through the Institutional Relations Department or other channels that may be designated, information that may affect the Company’s reputation as well as that intended for the shareholders and members of the Board of Directors.

Employees contacted by any of the media asking for any type of information or opinion on account of their relationship with CESCE and its Group Companies, must forward this request to Senior Management or to the Institutional Relations Department. Staff’s unauthorized participation in any interview, the publication of articles, etc., that might imply the undue release of information handled by CESCE or its Group of Companies, or the issuance of opinions that could be wrongly attributed to CESCE could give rise to the corresponding disciplinary sanctions.









COMMITMENT TO THE ENVIROMENT8

1 2 3 4

5 6 7 8

22

CESCE is committed to protecting the environment and to reducing any negative impact of its operations on the environment. This responsibilityapplies both to the management operations (direct impact) as to the aspects deriving from the projects for which CESCE provides coverage onbehalf of the State (indirect impacts). CESCE’s environmental policies cover both areas of its activity.

The system of Environmental Management certified in accordance with ISO Norm 14.001, integrated into the Company’s Quality System,advocates the prevention of environmental impacts and the implementation of measures for their minimization.

CESCE evaluates the operations with State coverage from an environmental point of view, so that these projects’ environmental behaviour beconsistent with international standards. This process is in line with the OECD agreement in matters of environment, generally known as the“Common Approaches”.

CESCE Group states its commitment to disseminate and support the adoption of the best environmental practices among its employees,customers and third parties with whom it is related with periodic campaigns to raise corporate environmental awareness among its employeesand implementing and promoting policies to save energy, reduce water and paper consumption and improve waste management.









23

CUMPLIMIENTO

CESCE’s Board of Directors considers necessary to create the bodies and establish the specific functions for the verification and propercompliance with this Code of Ethics initiating the action needed to preserve the ethical principles and corporate integrity required from allemployees and executives, for which said bodies shall foster the awareness and application of such principles and implement the regulatorydevelopments necessary, ensuring their adaptation to the legal provisions in force at all times and to best practices.

The Ethical Code must be disseminated, urging that it be known and respected by all managers and employees and that mechanisms for theirunderstanding and interpretation be articulated, warning that their infringement may entail disciplinary measures such as defined in thecollective bargaining agreement and the regulations in force.

For this purpose, the make-up of the Ethical Committee created in 2014 is maintained, redefining its tasks and presenting it as a ComplianceCommittee, and adding the figure of the Compliance Officer. The aim of both is to identify the deficiencies of internal controls and processesthat might put corporate integrity at risk, as well as to verify the effective control and compliance with the Code’s criteria and guidelines foraction.

Likewise, all risks deriving from the nonfulfillment of the principles and values set forth in this Code must be identified, establishing a map in whichthe probability of their occurrence and their impact is determined as well as the prevention and control action to avoid or mitigate them, withspecial detail of the risks deriving from noncompliance with criminal legislation.

COMPLIANCE

COMPLIANCE OFFICER AND COMPLIANCE COMMITTEE

24

The Compliance Committee is appointed by CESCE`s Board of Directors acts under the coordination of the Compliance Officer and at least thefollowing areas are represented therein:

• State Account

• Own Account

• Human Resources

• General Counsel

• Enterprise Risk

The functioning of the Compliance Committee should be included among the processes of the General Counsel acting in conjunction with theRegulatory Compliance Application, the Conflict of Interest Policy, the analysis of irregular operations/fraud procedures and theWhistleblower/Complaints Channel Procedure.

The Compliance Committee must integrate a structure with individual competence per company, as well as, where appropriate, per group,where the scope of action covers the whole business and its activities.

It is the responsibility of the Compliance Committee, or the Compliance Officer that falls to the General Counsel, to interpret the contents of theCode or to resolve the doubts and conflicts that may arise from situations not envisaged therein in relation with the development of the activitycarried out.

COMPLIANCE

25

The Compliance Committee may propose to the Board the preparation of the notes or reports required for a better practical implementation of this Code. Likewise, it may submit to the Board of Directors changes or adaptations to improve and adjust the Code of Ethics to any regulatory change and to keep its values and principals up-to-date.

The Compliance Committee, depending on the circumstances from which significant risks could derive for CESCE or the Group companies, must immediately report to the Board of Directors or the Board’s Enterprise Risk Committee, the Audit and Control Committee, the Management Committee, to those in charge of the Directorate that might have direct responsibilities in the incidence, acting promptly to resolve the problems or conflicts that could derive from the relations with the employees, customers, suppliers, control and supervisory bodies or third parties.

The Regulatory Compliance Committee is integrated by the General Counsel (Ms. Marta Silva) CESCE’s Enterprise Risk Unit (Mr. José Manuel), Financial Directorate (Mr. Cristobal Iribas), State Account Area (Ms. Lola Agüera), Own Account Area (Mr. Pedro Regata), its Legal Services (Mr. Jaime de Miguel), Labour Relations Unit (Mr. Javier Sacristán), IT Directorate (Mr. Iago Cerviño), LATAM/CIAC (Ms. Elena Arizón), the Data Protection Delegate (Ms. Casilda Lazcano) and, in representation of the affiliates in Spain, Ms. Itziar Urquiola.

The Criminal Risk Prevention Committee is integrated by the General Counsel (Ms. Marta Silva), CESCE’s HR Director (Mr. Carlos de Benito), Finance Director (Ms. Rosa Lis), Informa’s Finance Director (Mr. Javier Seisdedos), CTI’s HR Director (Ms. Elena González) and CESCE’s Head of Legal Services (Mr. Jaime de Miguel), the latter being CESCE’s and the Group’s Criminal Risk Compliance Officer.

COMPLIANCE

COMPLIANCE OFFICER AND COMPLIANCE COMMITTEE

26

Staff and Managers are obliged to bring to light situations that, even though not within their sphere of action, they consider ethically questionableor even qualifyable as an infringement of the legislation in force.

The Company has implemented a Complaints Channel so that all employees of CESCE Group, as well as anyone maintaining a contractualrelationship with the different Group Companies (agents, customers, suppliers…) and any other interest group or the general public may be ableto inform on non-compliance in relation with the principles and values of CESCE Group compiled in this Code.

CESCE has approved a Whistleblower/Complaints Channel Procedure for CESCE Group which must be known to the entire workforce and that isavailable to all personnel via the intranet “TodosenGrupo” and publicly on CESCE‘s website. To this end, a procedure for reporting complaints,including anonymously, has been establishd pursuant to the provisions in Article 24 of Organic Law 3/2018 of 5 December, on Personal DataProtection and guaranteeing digital rights.

Any act of reprisal against employees, suppliers or any third party for the mere fact of having communicated in good faith an illegal or ethicallyobjectionable situation is absolutely prohibited.

COMPLIANCECOMPLIANCE OFFICER AND COMPLIANCE COMMITTEE

27

In compliance with the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (hereafter the GDPR), with Organic Law 3/2018 of 5 December on the Protection of Personal Data and Guarantee of Digital Rights (hereafter the LOPDGDD), and with other applicable law on the protection of personal data, the personal data which may be included in the complaint will be processed within the "Complaints Channel" treatment procedure. The purpose of this Channel is to register, manage, examine and investigate the complaints submitted to it. This purpose is based on the existence of a public interest, as indicated in article 6(1)(e) of the GDPR. Our Complaints Channel is common to all companies of CESCE Group and the data may be communicated to CESCE's affiliated companies, if necessary, for the investigation, processing and/or resolution of the complaint.

The data will be kept in the inbox of the Complaints Channel for a maximum period of three months, and outside the inbox for the time necessary to fulfill the purpose for which it was gathered in the first place, and to determine the responsibilities which may derive from said purpose and from the processing of the data. Anyone concerned may exercise their rights of access, rectification and erasure, among others, by sending a postcard to: Compañía Española de Seguros de Crédito a la Exportación, S.A., Compañía de Seguros y Reaseguros (SME), calle Velázquez, n° 74, Madrid, or by sending an e-mail to: [email protected].

More information on rights can be obtained by contacting the Spanish Data Protection Agency. It is also possible to submit a claim before said Agency in the event of a suspected rights violation. The Agency is located at the following address: calle Jorge Juan, 6, 28001, Madrid.

COMPLIANCECOMPLIANCE OFFICER AND COMPLIANCE COMMITTEE

mailto:[email protected]

28

CUMPLIMIENTO

CESCE will take all action necessary to disseminate this Code to all employees, and will allow and permanently guarantee its accessibility throughout the organization.

Likewise all people of the organisation are under the obligation to know, respect and comply with this Code of Ethics, there being no reason, not even the achievement of the objectives established, for non-compliance.

The Code of Ethics has been adopted by the Board of Directors in its meeting of 29 November 2016 and enters into force on the day of its presentation to all employees to be effective as long as no amendment is approved.

On 26 February 2019 an updated version of the Code of Ethics has been published, including CESCE's commitment to achieving the Sustainable Development Goals (SDGs), and in compliance with the LOPDGDD, amendments to the Complaints Channel concerning the processing of data and of anonymous complaints.

COMMUNICATION AND EFFECT

cesce group code of ethics³digo Ético (26-… · index. introduction pág. 4. scope of aplication...

Documents